Lessee's obligation to accept delivery and to lease the Aircraft are
 subject to the following additional conditions precedent:

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 (a) receipt by Lessee on or before the Delivery Date of:

 (i) a certificate signed by a duly authorized officer of
 Lessor certifying that Lessor's representations and
 warranties in Clause 2.4 are true and correct on the
 Delivery Date as if given on such date;

 (ii) each of this Agreement, Lease Supplement No. 1 and the
 Participation Agreement, duly executed and delivered by
 Lessor, and the Warranty Assignment duly executed and
 delivered by the parties thereto;

 (iii) Initial Purchaser shall have transferred good title to
 the Aircraft to Lessor and Lessor shall have received a
 signed original of the Bill of Sale;

 (iv) the Aircraft shall have been certified by the FAA as to
 type and airworthiness for export to Panama, and Lessee
 shall have permanent or temporary authority to operate
 the Aircraft, and copies of relevant documents shall
 have been delivered to Lessor; and

 (v) receipt by Lessee of all documents required to operate
 the Aircraft in Panama.

 (b) Lessor shall have tendered delivery of the Aircraft to Lessee
 in accordance with Clauses 4.1 and 4.2.

 3.4 WAIVER:

 (a) The conditions specified in Clauses 3.1 and 3.2 are for the
 sole benefit of Lessor and may be waived or deferred in whole
 or in part by Lessor. Such waiver or deferral may be subject
 to such conditions as shall be accepted by Lessee.